B2W - COMPANHIA DIGITAL
CNPJ/ME nº 00.776.574/0006-60
NOTICE TO THE SHAREHOLDERS
B2W - COMPANHIA DIGITAL ("Company"), in continuing with the information disclosed in the Notice to Shareholders on July 21, 2020 ("Notice to Shareholders"), hereby informs the Shareholders that the term for exercising the preemptive right in the subscription of shares related to the approved capital increase ("Capital Increase") at the meeting of the Board of Directors held on July 21, 2020, has ended.
During the period of exercise of the preemptive right, 27,614,016 (twenty-seven million, six hundred and fourteen thousand and sixteen) shares common were subscribed, all of them registered and without par value, at the issue price of R $ 115.00 (one hundred and fifteen reais) per share, totaling R $ 3,175,611,840.00 (three billion, one hundred and seventy-five million, six hundred and eleven thousand, eight hundred and forty reais). Considering the total number of shares issued within the scope of the Capital Increase, 7,168,593 (seven million, one hundred and sixty-eight thousand, five hundred and ninety-three) common shares issued by the Company were not subscribed within the period.
According to the provisions of the Notice to Shareholders, the aforementioned 7,168,593 (seven million, one hundred and sixty-eight thousand, five hundred and ninety-three) common shares issued by the Company may, therefore, be subscribed by the subscribers who, in the bulletin for the subscription of rights related to the exercise of the preemptive right, expressed interest in the reserve of unsubscribed shares and additional unsubscribed shares, as follows:
Issuance Price per Share. R$115.00 (one hundred and fifteen reais) per share.
Payment method. At site, in national currency, upon subscription.
Proportion and Term. 0.25974117309 new shares of each share subscribed in the exercise of the preemptive right. The right to subscribe to unsubscribed and additional unsubscribed must be exercised between September 1 and September 8, 2020 (inclusive).
The percentage for the exercise of the subscription right of the unsubscribed shares corresponds to 25.974117309%, obtained through the division of the amount of unsubscribed shares by the total amount of shares subscribed by the subscribers who have expressed their interest in the unsubscribed shares within the term of the exercise of the preemptive right, multiplying the result of such division by 100. The same rationale will be applied to additional unsubscribed shares.
Procedure for the Subscription of Unsubscribed. For the subscription of unsubscribed shares and additional unsubscribed shares, the procedures established by Itaú Unibanco S.A., bookkeeping agent for the shares issued by the Company, and by B3 S.A. - Brasil, Bolsa, Balcão ("B3"), as summarized below must be followed.
Rights holders whose shares are included in the records maintained by Itaú Unibanco S.A. and who wish to exercise their right to subscribe for unsubscribed shares or additional unsubscribed shares, must, by September 8, 2020, apply to any Itaú Unibanco S.A. branch, upon presentation of the documentation listed in item 12 of the Notice to Shareholders.
The holders of the subscription rights under the custody of B3's Depository Central must exercise the subscription right to the unsubscribed and additional unsubscribed, until September 8, 2020, through their custodian agents and in accordance with the rules set forth by the Depository Central.
The signature to the subscription bulletin will represent an irrevocable and irreversible will of the signatory to subscribe the new shares, creating an irrevocable and irreversible obligation for the signatory to pay in the subscription upon payment of the issue price of the corresponding shares in cash and in national currency.
The remaining unsubscribed shares will be once again calculated and then apportioned among the shareholders that have expressed their interest on the reserve of additional unsubscribed shares in the subscription bulletin.
After the term for the subscription of the unsubscribed and additional unsubscribed shares has ended, the Company will inform the allocation of the apportionment.
5. Requests for Clarification. The Investor Relations Department of the Company remains at the disposal of the shareholders to clarify any questions related to the purpose of this notice through the telephone +55 (21) 2206-6000 or through e-mail email@example.com.
Rio de Janeiro, August 31, 2020
Fábio da Silva Abrate
Investor Relations Officer
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